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Tranzyme Pharma And Ocera Therapeutics Announce Merger Agreement

$20M Committed PIPE Financing to Close With Merger

– Joint Conference Call Scheduled for April 24, 2013 at 8:00am ET –

RESEARCH TRIANGLE PARK, N.C. and SAN DIEGO, April 23, 2013 (GLOBE NEWSWIRE) -- Tranzyme Pharma (Nasdaq:TZYM) ("Tranzyme"), a biopharmaceutical company focused on discovering, developing and commercializing novel, mechanism-based therapeutics, and Ocera Therapeutics, Inc. ("Ocera"), a privately held biopharmaceutical company developing novel therapeutics for liver diseases, today announced that they have entered into a definitive agreement under which Ocera will merge with a subsidiary of Tranzyme in an all-stock transaction. The merger is expected to create a NASDAQ-listed company focused on the development of novel therapeutics for patients with acute and chronic decompensated liver disease, an area of high unmet medical need. Upon closing, the company will be named "Ocera Therapeutics, Inc." (the "Company").

Concurrently with the execution of the merger agreement, the Ocera investor syndicate committed to a $20 million PIPE financing for the Company, which will close with the merger. All of Ocera's largest preferred stock investors, including Domain Associates, Thomas McNerney & Partners, Sofinnova Ventures and InterWest Partners, have committed to participate in the PIPE financing.

"Following an extensive and thorough review of strategic alternatives, we believe the proposed merger with Ocera offers the best value for our stockholders", said Vipin K. Garg, PhD, Tranzyme's President and Chief Executive Officer. "We expect the merger will benefit from the substantial synergies of the combined management team's extensive experience in drug development, specifically in hepatology, which will help accelerate the transition and allow for efficient execution of the development plan."

Linda Grais, MD, President and Chief Executive Officer of Ocera, stated, "The merger and concurrent financing will allow the Company to continue to advance Ocera's lead clinical program, OCR-002, a differentiated product candidate for orphan liver diseases currently in Phase 2 development. This product candidate addresses a significant unmet need in the treatment of acute hepatic encephalopathy, and we look forward to the initiation of our Phase 2b trial later this year and additional Phase 2a data in 2014."

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